This study uses a prospective, longitudinal design to determine the impact of grade retention in the early elementary grades on children's academic, behavioral, emotional, and social adjustment during the transition from elementary school to middle and high school. Participants will be recruited from the 679 children [35% White, 22% Black, 39% Hispanic (35% of whom were Spanish language dominant in 1st grade), and 4% Asian] who entered first grade for the first time hi Fall of 2001 or 2002 in one of three school districts, who scored below their school district's median on a test of literacy, and who are currently participating in the study. Of these, 141 (20.8%) repeated first grade and 198 have repeated grade 1, 2, or 3. To provide a comprehensive view of the development of these children, all study children have participated in annual assessments of child variables (e.g., language proficiency, academic achievement and motivation, and behavioral, social, and emotional functioning), peer relatedness variables (e.g., classmates'liking and evaluation of the child's social and academic competencies), family/parenting variables (e.g., family adversity, acculturation, and parent support for schooling), and classroom and school variables (e.g., % free lunch students and participation in remedial and enrichment educational services). As these children approach adolescence, measures of risk behaviors and leisure activities will be added. Based on social- ecological and transactional theories of development (Bronfrenbrenner, 1979;Sameroff, 1979, 1989), processes that mediate the effects of elementary grade retention on achievement and behavior in secondary grades will be investigated. Retained children are expected to experience a decrease in school belongingness and academic motivation and to be more likely to develop networks outside of school that include a high proportion of deviant peers. Second, the study aims to identify characteristics that may affect the academic, behavioral, emotional, and social trajectories of children who enter school with below average literally skill. Of particular interest is the role of social relatedness at school to children's motivation, self-views, and achievement. Third, the study investigates the role of ethnicity, language, and culture as they relate to the first two specific aims in a sub sample of Hispanic students. Study aims will be achieved with a multi-informant prospective design and the use of latent growth curve modeling and longitudinal SEM. The study will identify children for whom grade retention is especially disruptive and (b) processes that buffer or aggravate such disruption.